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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

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|(Mark One)                              |                                                                                         
|--------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                       | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended March 1, 2003
|or                                     
|o                                       | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to

Commission File Number
1-6699

INTERNATIONAL MULTIFOODS CORPORATION(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)                      |  | 41-0871880(I.R.S. Employer Identification No.)
|------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|110 Cheshire Lane, Suite 300, Minnetonka, Minnesota(Address of principal executive offices) |  | 55305(Zip Code)                               

(952) 594-3300(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:

|Title of each class                     |  | Name of each exchange
on which registered
|--------------------------------------- |  | -----------------------------------------
|Common Stock (par value $.10 per share) |  | New York Stock Exchange                  
|Preferred Stock Purchase Rights         |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act: None

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Act")
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes ý    No o

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The aggregate market value of Common Stock, par value $.10 per share, held by non-affiliates of the registrant (see Item 12 hereof) computed by reference to the closing price
as reported in the consolidated transaction reporting system as of August 30, 2002 (the last business day of the registrant's most recently completed second fiscal quarter) was $391,885,166.

The
number of shares outstanding of the registrant's Common Stock, par value $.10 per share, as of May 1, 2003 was 19,194,915.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Stockholders for the fiscal year ended March 1, 2003 are incorporated by reference into Parts I and II.

Portions
of the registrant's Proxy Statement for the Annual Meeting of Stockholders to be held June 20, 2003 are incorporated by reference into Part III.

|FORM 10-K TABLE OF CONTENTS |  | Page                                                                                           
|--------------------------- |  | -----------------------------------------------------------------------------------------------
|                            |  |                                                                                                
|Part I                      |  |                                                                                                
|Item 1                      |  | Business.                                                                                      
|Item 2                      |  | Properties.                                                                                    
|Item 3                      |  | Legal Proceedings.                                                                             
|Item 4                      |  | Submission of Matters to a Vote of Security Holders.                                           
|Part II                     |  |                                                                                                
|Item 5                      |  | Market for Registrant's Common Equity and Related Stockholder Matters.                         
|Item 6                      |  | Selected Financial Data.                                                                       
|Item 7                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations.         
|Item 7A                     |  | Quantitative and Qualitative Disclosures About Market Risk.                                    
|Item 8                      |  | Financial Statements and Supplementary Data.                                                   
|Item 9                      |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.          
|Part III                    |  |                                                                                                
|Item 10                     |  | Directors and Executive Officers of the Registrant.                                            
|Item 11                     |  | Executive Compensation.                                                                        
|Item 12                     |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|Item 13                     |  | Certain Relationships and Related Transactions                                                 
|Item 14                     |  | Controls and Procedures.                                                                       
|Part IV                     |  |                                                                                                
|Item 15                     |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K.                               

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PART I

Item 1.    Business.

General

International Multifoods Corporation ("Multifoods"), incorporated in Delaware in 1969 as the successor to a business founded in 1892, operates food manufacturing
businesses in the United States and Canada.

We
manage our businesses through three operating segments: U.S. Consumer Products, Foodservice Products and Canadian Foods. In September 2002, we completed the sale of our
foodservice distribution business. We have classified our foodservice distribution business as a discontinued operation. Financial information for the last three fiscal years for each of our business
segments, which is included in Note 17 to our Consolidated Financial Statements on pages 47 and 48 of our Annual Report to Stockholders for the fiscal year ended March 1, 2003 ("2003
Annual Report to Stockholders"), is incorporated herein by reference.

U.S. Consumer Products

Through our U.S. Consumer Products segment, we market and distribute flour and scratch ingredients, dessert and baking mixes,
ready-to-spread frostings, potato mixes, dry breakfast mixes and syrups primarily under thePillsbury, Martha White,Jim
Dandy,Gladiola, Robin Hood,La Piña,Red
Band,Softasilk,Hungry JackandIdaho Spudsbrand names for
sale through retail channels in the United States. In addition, we market and sell evaporated milk products under ourPetbrand name and flavored rice and pasta side-dish products under ourFarmhousebrand name. Products in our portfolio are strong brands in the
packaged foods industry, some having operating histories more than 100 years.

OurPillsburybranded products currently include 124 stock-keeping units ("SKUs") in seven general subcategories: cake mix,
ready-to-spread frosting, brownie mix, muffin mix, cookie mix, quickbread mix and flour and scratch ingredients. OurMartha Whitebranded products are primarily marketed under three major subcategories
of muffin mixes, brownie mixes and scratch ingredients. We also market cornbread mix under the Gladiolabrand name and grits under theJim Dandybrand
name. Presently, we market a total of 79 SKU's
under ourMartha White,GladiolaandJim Dandybrands.
We currently market 38 SKUs primarily under theHungry Jackbrand, including nine pancake mix SKUs, six syrup SKUs and 23 potato mix SKUs. The 23 potato
mix SKUs include products across three product lines: core mashed potatoes, specialty potatoes and mashed potatoes with gravy. We market 14 SKUs in the flour and scratch subcategory under our Robin Hood,La Piña,Red Bandand Softasilkbrands. We also market 10 evaporated milk products under ourPetbrand and 27 pasta and rice
side-dish SKUs under ourFarmhousebrand. Approximately half of the products of the U.S. Consumer Products segment are manufactured at our
Toledo, Ohio manufacturing facility, while third party co-packers manufacture and package the remainder of this segment's products.

The
Pillsbury Company has licensed to us the exclusive right to use certainPillsburytrademarks, including the Pillsbury"barrelhead" and "doughboy" related
trademarks, on a royalty-free basis for an initial term of 20 years. After the initial
20-year term, the license is automatically renewable for unlimited additional 20-year terms on a royalty-free basis. This license allows us to use the licensed
marks on certain dessert and baking mix and flour products and other baking related products in retail channels in the United States and its territories and commonwealths, including Puerto Rico. We
also have the non-exclusive right to sell covered products bearing these trademarks to stores of United States-based retailers in Mexico and Canada.

Our
U.S. Consumer Products segment sells its products to supermarket chains, retail wholesalers and other retail channels. Our customers include Wal-Mart Stores, Inc.,
Kroger Co., SuperValu, Inc. and Fleming Companies, Inc. CROSSMARK, Inc., a privately held, nationwide sales and marketing

1

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organization,
provides retail sales and marketing services for our U.S. Consumer Products brands. We also employ a direct sales force.

Our
U.S. Consumer Products segment competes in the United States retail food manufacturing industry. OurPillsburyand Martha Whitebrands compete primarily
within the dessert and baking mixes, or DBM, market. This market has remained relatively constant over the past
three years at approximately $1.8 billion of sales and includes mixes for cakes, cookies, brownies, muffins and
quickbread, as well as ready-to-spread frosting and ingredients used in scratch baking such as flour. Within the DBM category, we compete primarily with Betty Crocker, which is produced by General Mills,
 andDuncan Hines, which is produced by Aurora Foods.
OurHungry Jackbrand competes in three primary market categories: pancake mix, dehydrated potatoes and table syrup. We compete primarily with Aunt Jemima,
which is produced by PepsiCo's Quaker Foods segment, in pancake mix andBetty Crockerin
dehydrated potatoes. We compete on the basis of product quality, product convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer
service, as well as price.

Foodservice Products.

Our
Foodservice Products segment produces approximately 1,400 products for retail, wholesale and in-store bakeries and foodservice customers primarily in the United States.
Through this segment, we produce baking mix products, including mixes for breads, rolls, bagels, donuts, muffins, Danishes, cakes, cookies, brownies, bars and pizza crusts, as well as fillings, icings
and frostings. Baking mix products are marketed under ourMultifoods, PillsburyandJamcobrands. In
addition, we manufacture and market frozen batters, doughs and desserts under ourMultifoods,Gourmet
BakerandFantasiabrands. Our products are marketed through our own direct sales force of sales and technical support
personnel, as well as through a network of brokers and bakery distributors, which in turn sell our products to retail bakers and other customers. Our customers include Ahold USA, Inc., Costco
Wholesale Corporation, Dunkin' Donuts, Pizza Hut, Inc., Sysco Corporation, U.S. Foodservice, Inc. and Wal-Mart Stores, Inc.

Under
a foodservice trademark license agreement with The Pillsbury Company, we have the exclusive right to use certainPillsburytrademarks, including thePillsbury"barrelhead" and "doughboy" related trademarks, on a royalty-free basis until November 2008 on
certain non-custom dry mix products in packages of seven pounds or less and non-custom frosting products in packages of 11 pounds or less in foodservice channels in the United
States and its territories and commonwealths, including Puerto Rico, and in certain limited instances and on a non-exclusive basis, Mexico and Canada. This license is
non-renewable.

Our
Foodservice Products segment encounters significant competition in the bakery products market. We are a leading supplier of baking mixes to foodservice operators and retail and
in-store bakeries in the United States and we compete with several large corporations and regional producers of baking mixes. With respect to frozen bakery products, we compete primarily
in the foodservice and in-store bakery markets with several large corporations and numerous regional suppliers that have select product offerings. Our largest competitor in both of the
baking mixes and frozen bakery products categories is General Mills, Inc. We compete on the basis of product quality and uniqueness, product convenience, brand loyalty, timely delivery and
customer service, as well as price.

Canadian Foods.Our Canadian Foods segment consists of our retail and commercial foods businesses in Canada. Canadian Foods
manufactures flour and baking mixes, primarily under theRobin Hoodbrand, and pickles and relish condiments, primarily under the Bick'sbrand for sale
through retail and commercial channels in the United States and Canada. More than 40 retail baking mixes are sold in Canada under
ourRobin Hoodbrand, while retail flour is sold in Canada under theRobin Hood, Golden Temple,Brodie,Cream of the West, and Monarchbrands. In the United States, we sell retail flour under ourGolden Templebrand. We also sell
hot cereals in Canada under ourRobin Hood,Old

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Mill,Red RiverandPuritybrands. In addition, we manufacture and market
pickles and relish condiments to consumers in Canada, where ourBick'sbrand is the market leader. We also sell condiments in Canada under the Habitant,Gattuso,Woodman'sand McLaren'slabels.

The
commercial foods business of our Canadian Foods segment produces pickles and relish condiments, baking mix products, wheat flour and oat products for retail, in-store and
wholesale bakeries and foodservice customers in Canada and the United States. Such products are sold primarily under ourRobin Hoodand Bick'sbrands.

The
products of our Canadian Foods segment are marketed primarily through our own sales organization, supported by advertising and other promotional activities. Our customers include
Loblaw Companies Limited, The TDL Group Limited and Sobeys Inc. Our competitors in Canada include both large corporations and regional producers. We compete on the basis of product quality,
product convenience, the ability to identify and satisfy emerging consumer preferences, brand loyalty, timely delivery and customer service, as well as price.

Discontinued Operations

In September 2002, we completed the sale of our foodservice distribution business. The foodservice distribution business is treated as discontinued
operations in our consolidated financial statements.

Other Information Relating to the Business of Multifoods

Sources of Supply and Raw Materials.With respect to each of our U.S. Consumer Products, Foodservice Products and Canadian
Foods segments, raw materials generally are available from numerous sources and we believe that we will continue to be able to obtain adequate supplies. In
Canada, we minimize risks associated with wheat market price fluctuations by hedging our wheat and flour inventories, open wheat purchase contracts and open flour sales contracts with wheat futures
contracts. In the United States, we also enter into futures contracts to reduce the risk of price fluctuations on certain anticipated raw material purchases. See Note 9 to the Consolidated
Financial Statements which are incorporated by reference in Part II, Item 8, hereof.

Trademarks and Other Intellectual Property.We own numerous trademarks, service marks and product formulae which are
important to our businesses. In addition, we use certainPillsburytrademarks, including thePillsbury"barrelhead" and "doughboy" related trademarks, on a royalty-free basis, under the terms of the retail trademark license agreement and the foodservice trademark license agreement described
above. The most significant trademarks and service marks are identified by appearing in all italicized letters above. Most of our trademarks and service marks are registered.

Seasonality.Each of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments experience some seasonality
of their businesses due to increased demand for their products during the fall and holiday baking seasons. As a result, sales volumes of each of the U.S. Consumer Products, Foodservice Products and
Canadian Foods segments are generally higher during our fiscal third quarter.

Research and Development.Our expenses for research and development for fiscal years 2003, 2002 and 2001 were
$6.4 million, $3.7 million and $3.4 million, respectively.

Environmental Regulation.Our facilities in the United States and Canada are subject to federal, state, provincial and local
environmental laws and regulations. Compliance with these provisions has not had, and we do not expect such compliance to have, any material adverse effect upon our capital expenditures, net earnings
or competitive position.

Employees.As of March 1, 2003, we and our subsidiaries had 2,377 employees.

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Available Information.Multifoods' internet website is http://www.multifoods.com. Our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to such reports are made available, free of charge, under the "Investor Relations" section of our website as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the Securities and Exchange Commission.

Cautionary Statement Relevant to Forward-Looking Information

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may from time to time
make written and oral forward-looking statements. These forward-looking statements are based on current expectations or beliefs, including, but not limited to, statements concerning our operations and
financial performance and condition. For this purpose, statements that are not statements of historical fact may be deemed to be forward-looking statements. We caution that these statements by their
nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others, successful completion of the integration of the
businesses acquired from General Mills, Inc. and The Pillsbury Co., the impact of competitive products and pricing; changes in consumer preferences and tastes or perceptions of health-related
issues; effectiveness of advertising or market-spending programs; market or weather conditions that may affect the costs of grain, other raw materials and fuel; the impact of labor matters; changes in
laws and regulations; fluctuations in foreign exchange and interest rates; the potential inability to collect on a $6 million insurance claim receivable related to the loss of product in St.
Petersburg, Russia; if collection is sought under our guarantees of lease obligations of our former foodservice distribution business; risks commonly encountered in international trade; and other
factors as may be discussed in our reports filed with the Securities and Exchange Commission.

Item 2.    Properties.

Our principal executive offices are located in Minnetonka, Minnesota in leased office space. Several of our subsidiaries also own or lease office space. We
operate numerous processing and distribution facilities throughout the United States and Canada. We believe that our facilities are suitable and adequate for current production volumes. The following
is a description of our properties as of March 1, 2003.

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We
manufacture the products of our U.S. Consumer Products, Foodservice Products and Canadian Foods segments in 17 owned and leased processing facilities across the United States and
Canada, as described in the following table:

Location

Primary Products

Size

Owned/LeasedBonner Springs, Kansas

Bakery Mix/Frozen Bakery

100,000 s.f.

OwnedBurlington, Ontario

Bakery Mix

65,000 s.f.

OwnedBurnaby, British Columbia

Frozen Bakery

15,000 s.f.

LeasedBurnaby, British Columbia

Frozen Bakery

32,800 s.f.

LeasedDelhi Township, Ontario

Pickle Tank Farm

15 acres

OwnedDunnville, Ontario

Pickles and Relish Condiments

98,300 s.f.

OwnedElyria, Ohio

Bakery Mix

56,400 s.f.

OwnedLa Mirada, California

Bakery Mix

100,860 s.f.

LeasedLockport, New York

Bakery Mix

89,300 s.f.

OwnedMontreal, Quebec

Flour Mill

203,000 s.f.

OwnedMontreal, Quebec

Bakery Mix

48,500 s.f.

OwnedPt. Colborne, Ontario

Flour Mill

330,000 s.f.

Owned/Leased*Saskatoon, Saskatchewan

Flour & Oat Mill/ Bakery Mix

230,000 s.f.

OwnedSedalia, Missouri

Frozen Bakery

48,500 s.f.

OwnedSimcoe, Ontario

Frozen Bakery

65,000 s.f.

OwnedToledo, Ohio

Bakery Mixes and Frosting

633,000 s.f.

OwnedWinnipeg, Manitoba

Frozen Bakery

72,000 s.f.

Owned


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Our
U.S. Consumer Products, Foodservice Products and Canadian Foods segments also operate two research and development laboratories.

Item 3.    Legal Proceedings.

Neither Multifoods nor any of its subsidiaries is a party to any legal proceeding that is material to the business, financial condition or results of operations
of Multifoods.

Item 4.    Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders of Multifoods during the fourth quarter of the fiscal year ended March 1, 2003.

EXECUTIVE OFFICERS OF MULTIFOODS.

The information contained in Item 10 in Part III hereof under the heading "Executive Officers of Multifoods" is incorporated by reference in Part I
of this Report.

PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters.

Our Common Stock is listed on the New York Stock Exchange. The high and low sales prices for our Common Stock as reported in the consolidated transaction
reporting system for each quarterly period within the two most recent fiscal years, shown in Note 18 to our Consolidated Financial Statements on pages 48 and 49 of the 2003 Annual Report to
Stockholders, are incorporated herein by reference. We did not pay any dividends on our Common Stock during the two most recent fiscal years.

As
of May 1, 2003, there were 3,770 holders of record of our Common Stock.

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Item 6.    Selected Financial Data.

The information for fiscal years 1999 through 2003 in the "Five-Year Comparative Summary" on page 21 of the 2003 Annual Report to Stockholders under
the headings "Consolidated Summary of Operations," "Year-End Financial Position" and "Dividends Paid" is incorporated herein by reference. The information contained in Note 1
("Summary of Significant Accounting Policies"), Note 2 ("Business Acquired"), Note 3 ("Discontinued Operations") and Note 5 ("Unusual Items") to Multifoods' Consolidated Financial
Statements on pages 34 through 38 of the 2003 Annual Report to Stockholders is also incorporated herein by reference.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

The information under the heading "Management's Discussion and Analysis" on pages 22 through 29 of the 2003 Annual Report to Stockholders is incorporated herein
by reference.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk.

The section under the heading "Management's Discussion and Analysis" entitled "Market Risk Management" on pages 28 and 29 of the 2003 Annual Report to
Stockholders is incorporated herein by reference.

Item 8.    Financial Statements and Supplementary Data.

Multifoods' Consolidated Financial Statements as of March 1, 2003 and March 2, 2002, and for each of the fiscal years in the three-year
period ended March 1, 2003, the Notes to Multifoods' Consolidated Financial Statements and the Report of Independent Auditors on pages 30 through 50 of the 2003 Annual Report to Stockholders
are incorporated herein by reference.

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

PART III

Item 10.    Directors and Executive Officers of the Registrant.

Information about our Directors is incorporated by reference to the sections under the heading "Election of Directors" entitled "Composition of Board and Term of
Office" and "Biographical Information of Directors" on pages 5 through 7 of the Proxy Statement of International Multifoods Corporation dated May 15, 2003 (the "2003 Proxy Statement").
Information about compliance with Section 16 of the Securities Exchange Act of 1934 is incorporated by reference to the section entitled "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 24 of the 2003 Proxy Statement. Information about our audit committee financial expert is incorporated by reference to the section under the heading "Election of Directors"
entitled "Audit Committee" on page 8 of the 2003 Proxy Statement. Information about the codes of ethics governing our employees and directors, including our Chief Executive Officer, Chief Financial
Officer and Principal Accounting Officer, is incorporated by reference to the section under the heading "Election of Directors" entitled "Codes of Business Conduct and Ethics" on page 10 of the 2003
Proxy Statement.

Executive Officers of Multifoods

The following sets forth the name, age and business experience for at least the past five years of each of our executive officers as of May 1, 2003. Unless
otherwise noted, the positions described are positions with Multifoods or its subsidiaries.

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|Name               |  | Age |  | Positions Held                                                                                           |  | Period                   
|------------------ |  | --- |  | -------------------------------------------------------------------------------------------------------- |  | -------------------------
|Gary E. Costley    |  | 59  |  | Chairman of the Board and Chief Executive Officer                                                        |  | November 2001 to present 
|                   |  |     |  | Chairman of the Board, President and Chief Executive Officer                                             |  | 1997 to 2001             
|Frank W. Bonvino   |  | 61  |  | Senior Vice President, General Counsel and Secretary                                                     |  | November 2001 to present 
|                   |  |     |  | Vice President, General Counsel and Secretary                                                            |  | 1992 to 2001             
|John E. Byom       |  | 49  |  | Senior Vice PresidentFinance and Chief Financial Officer                                                |  | January 2003 to present  
|                   |  |     |  | Vice PresidentFinance and Chief Financial Officer                                                       |  | 2001 to 2002             
|                   |  |     |  | President, U.S. Foods                                                                                    |  | 1999 to 2000             
|                   |  |     |  | Vice PresidentFinance, North America Foods                                                              |  | 1995 to 1999             
|Randall W. Cochran |  | 49  |  | Vice President, Supply Chain                                                                             |  | January 2002 to present  
|                   |  |     |  | Vice President, Manufacturing Effectiveness, the Kellogg Company (food manufacturer)                     |  | 2000-2001                
|                   |  |     |  | Vice President, Supply Chain, the Kellogg CompanyLatin America                                          |  | 1998-2000                
|                   |  |     |  | Vice President, Operations, Convenience Foods Division of the Kellogg Company                            |  | 1993-1998                
|Ralph P. Hargrow   |  | 51  |  | Senior Vice President, Human Resources and Administration                                                |  | January 2003 to present  
|                   |  |     |  | Vice President, Human Resources and Administration                                                       |  | 2000 to 2002             
|                   |  |     |  | Vice President, Human Resources                                                                          |  | 1999 to 2000             
|                   |  |     |  | Senior Vice PresidentHuman Resources & Administration of Rollerblade, Inc. (in-line skate manufacturer) |  | 1994 to 1998             
|Martin Jamieson    |  | 43  |  | Vice President and President, Robin Hood Multifoods Inc.                                                 |  | September 2002 to present
|                   |  |     |  | Vice President, North America Integration and Planning, General Mills, Inc. (food manufacturer)          |  | 2001 to 2002             
|                   |  |     |  | President, Pillsbury Canada Ltd. (food manufacturer)                                                     |  | 1998 to 2001             
|                   |  |     |  | Managing Director, Pillsbury U.K./Ireland, Diageo plc                                                    |  | 1996 to 1998             
|                   |  |     |  |                                                                                                          |  |                          

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|Dennis R. Johnson |  | 51 |  | Vice President and Controller                                                                                              |  | September 2002 to present
|----------------- |  | -- |  | -------------------------------------------------------------------------------------------------------------------------- |  | -------------------------
|                  |  |    |  | Vice President and Controller, and Vice President-Finance and Chief Financial Officer, Multifoods Distribution Group       |  | 2000 to 2002             
|                  |  |    |  | Vice President and Controller                                                                                              |  | 1995 to 2000             
|Gregory J. Keup   |  | 44 |  | Vice President and Treasurer                                                                                               |  | March 2000 to present    
|                  |  |    |  | Assistant Treasurer                                                                                                        |  | 1996 to 2000             
|Daryl R. Schaller |  | 59 |  | Vice President, Research and Development                                                                                   |  | November 2001 to present 
|                  |  |    |  | Food Industry Consultant                                                                                                   |  | 1997-2001                
|Jill W. Schmidt   |  | 44 |  | Vice President, Communications and Investor Relations                                                                      |  | March 2000 to present    
|                  |  |    |  | Vice President, Communications                                                                                             |  | 1997 to 2000             
|Dan C. Swander    |  | 59 |  | President and Chief Operating Officer                                                                                      |  | November 2001 to present 
|                  |  |    |  | Principal, Swander Pace & Co. and Member, KSA Worldwide (consultants to the food, packaged goods and retailing industries) |  | 2000-2001                
|                  |  |    |  | Chairman and Managing Director, Swander Pace & Co.                                                                         |  | 1987-2000                
|Donald H. Twiner  |  | 62 |  | Vice President and Chairman, Robin Hood Multifoods Inc.                                                                    |  | September 2002 to present
|                  |  |    |  | Vice President and President, Robin Hood Multifoods Inc.                                                                   |  | 1999 to 2002             
|                  |  |    |  | President, Robin Hood Multifoods Inc.                                                                                      |  | 1997 to 1999             
|James H. White    |  | 38 |  | Vice President and President, U.S. Consumer Products                                                                       |  | November 2001 to present 
|                  |  |    |  | Category Vice President, The Pillsbury Company (food manufacturer)                                                         |  | 1999-2001                
|                  |  |    |  | Business Vice President, The Pillsbury Company                                                                             |  | 1998-1999                
|                  |  |    |  | Business Team Leader, The Pillsbury Company                                                                                |  | 1996-1998                
|Michael J. Wille  |  | 43 |  | Vice President and President, Multifoods Foodservice Products Division                                                     |  | December 2001 to present 
|                  |  |    |  | Vice President Marketing, North American Institutional Division, Ecolab, Inc. (cleaning supplies and equipment)            |  | 2000-2001                
|                  |  |    |  | Cargill Foods Group Marketing and Sales Director, Cargill, Inc. (food manufacturer)                                        |  | 1992-2000                

8

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The executive officers of Multifoods are elected annually by the Board of Directors with the exception of the Presidents of our business units, who hold appointed offices.

Item 11.    Executive Compensation.

The section under the heading "Election of Directors" entitled "Compensation of Directors" on page 10 and the section entitled "Executive Compensation" on pages
15 through 22 of the 2003 Proxy Statement are incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The section entitled "Security Ownership of Certain Beneficial Owners and Management" on pages 3 and 4 of the 2003 Proxy Statement is incorporated herein by
reference.

For
purposes of computing the market value of our Common Stock held by non-affiliates of Multifoods on the cover page of this Report, all executive officers and directors of
Multifoods are considered to be affiliates of Multifoods. This does not represent an admission by us or any such person as to the affiliate status of such person.

Equity Compensation Plan Information

|                                                           |       | (a)       |           | (b) |       | (c)   |        
|---------------------------------------------------------- | ----- | --------- | --------- | --- | ----- | ----- | -------
|
|Equity compensation plans approved by security holders     |       | 2,012,325 | (1)       | $   | 19.50 |       | 432,319
|Equity compensation plans not approved by security holders |       | 5,302     | (3)       | $   | 27.75 |       | 21,417 
|                                                           |       |           |           |     |       |       |        
|                                                           | Total |           | 2,017,627 |     | $     | 19.52 |        
|                                                           |       |           |           |     |       |       |        

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Plan

Number of
Shares

Type of AwardAmended and Restated 1989 Stock-Based Incentive Plan

26,714

Stock options, restricted stock1997 Stock-Based Incentive Plan

405,605

Stock options, restricted stock, restricted stock units, stock appreciation rights


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Item 13.    Certain Relationships and Related Transactions.

The section under the heading "Security Ownership of Certain Beneficial Owners and Management" entitled "Certain Relationships and Related Transactions" on page 4
of the 2003 Proxy Statement is incorporated herein by reference.

Item 14.    Controls and Procedures.

(a)   Evaluation
of disclosure controls and procedures. The term "disclosure controls and procedures" is defined in Rules 13a-14(c) and
15d-14(c) of the Securities and Exchange Act of 1934 ("Exchange Act"). These rules refer to the controls and other procedures of a company that are designed to ensure that information
required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods. Our chief executive officer and
our chief financial officer have evaluated the effectiveness of Multifoods' disclosure controls and procedures as of a date within 90 days before the filing of this annual report (the
"Evaluation Date"), and, they have concluded that, as of the Evaluation Date, such controls and procedures were effective at ensuring that required information will be disclosed on a timely basis in
our reports filed under the Exchange Act.

(b)   Changes
in internal controls. For the fiscal year ended March 1, 2003, there were no significant changes to our internal controls or in other factors that could
significantly affect our internal controls, and we have not identified any significant deficiencies or material weaknesses in our internal controls.

PART IV

Item 15.    Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a)   Documents
Filed as a Part of this Report

10

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1.     Financial Statements.

The following consolidated financial statements of International Multifoods Corporation and subsidiaries and the Report of Independent Auditors thereon, included
in the 2003 Annual Report to Stockholders, are incorporated by reference in Part II, Item 8, hereof:

Consolidated Statements of OperationsYears ended March 1, 2003, March 2, 2002 and March 3, 2001Consolidated Balance SheetsMarch 1, 2003 and March 2, 2002Consolidated Statements of Cash FlowsYears ended March 1, 2003, March 2, 2002 and March 3, 2001Consolidated Statements of Shareholders' EquityYears ended March 1, 2003, March 2, 2002 and March 3, 2001Notes to Consolidated Financial StatementsReport of Independent Auditors


2.     Financial Statement Schedules

The consolidated financial statement schedule of International Multifoods Corporation and subsidiaries and the Independent Auditors' Report thereon required to be
filed as part of this Report are listed below and are included at the end of this Report.



All
other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are
inapplicable and, therefore, have been omitted.

3.     Exhibits

|3.1 |  | Restated Certificate of Incorporation of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to Multifoods' Annual Report on Form 10-K for the fiscal year ended
February 28, 1993).                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2 |  | Bylaws of International Multifoods Corporation, as amended to date (incorporated herein by reference to Exhibit 3.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 29, 2000).                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1 |  | Credit Agreement, dated as of September 28, 2001, among International Multifoods Corporation, Robin Hood Multifoods Inc., the several lenders from time to time parties thereto, Rabobank International, as Documentation Agent, U.S. Bank National
Association and UBS Warburg LLC, as Syndication Agents, and Canadian Imperial Bank of Commerce, as U.S. Administrative Agent and Canadian Administrative Agent, as amended (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly
Report on Form 10-Q for the quarter ended December 1, 2001 and Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 2002).
|4.2 |  | Fiscal Agency Agreement, dated as of December 17, 2001, among International Multifoods Corporation, as Issuer, Diageo plc, as Guarantor, JP Morgan Chase Bank, as Fiscal Agent and Principal Paying Agent, and J.P. Morgan Bank Luxembourg S.A., as Paying
Agent (incorporated herein by reference to Exhibit 4.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).                                                                                                                                                                                                                                                                 
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

11

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|4.3  |  | Certificate of Designations of Series A Junior Participating Preferred Capital Stock of International Multifoods Corporation (incorporated herein by reference to Exhibit 4.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3,
2001).                                                                                                                                                                     
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | Multifoods hereby agrees to furnish to the Securities and Exchange Commission upon request copies of all other instruments defining the rights of holders of long-term debt of International Multifoods Corporation and its consolidated
subsidiaries.                                                                                                                                                                                
|10.1 |  | Share Rights Agreement, dated as of September 15, 2000, between International Multifoods Corporation and Wells Fargo Bank Minnesota, N.A., as Rights Agent (incorporated herein by reference to Exhibit 1 to Multifoods' Registration Statement on Form
8-A dated September 22, 2000).                                                                                                                                                
|10.2 |  | 1997 Stock-Based Incentive Plan of International Multifoods Corporation, as amended, (incorporated herein by reference to Exhibit 10.2 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997, Exhibit 10.3 to Multifoods'
Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.3 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 3, 2001).*
|10.3 |  | Amended and Restated 1989 Stock-Based Incentive Plan of International Multifoods Corporation, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 1993 and Exhibits
10.1 and 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended August 31, 2002).*                                                                        
|10.4 |  | 1986 Stock Option Incentive Plan of International Multifoods Corporation (incorporated herein by reference to Exhibit 4 to Multifoods' Registration Statement on Form S-8 (Registration No. 33-6223)).*                                                                                                                                                                                                                               
|10.5 |  | Management Incentive Plan of International Multifoods Corporation, Amended and Restated as of March 1, 1998, as amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1998 and Exhibit 10.6 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2, 2002).*                                                                 
|10.6 |  | Non-Qualified Stock Option Agreement, dated as of July 1, 1998, between International Multifoods Corporation and Daryl Schaller.*                                                                                                                                                                                                                                                                                                     
|10.7 |  | Management Benefit Plan of International Multifoods Corporation, Restated Effective January 1, 1997, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1997 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998).*                                                            
|10.8 |  | Trust Agreement, dated July 30, 1987, between International Multifoods Corporation and Norwest Bank Minnesota, National Association, as successor trustee to Bank of America NT and SA, relating to the Management Benefit Plan of International
Multifoods Corporation (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1993).*                   
|10.9 |  | Compensation Deferral Plan for Executives of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.5 to Multifoods' Quarterly Report on Form 10-Q for
the quarter ended November 30, 1993 and Exhibit 10.10 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       

12

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|10.10 |  | Supplemental Deferred Compensation Plan of International Multifoods Corporation, Adopted Effective April 1, 1997 (incorporated herein by reference to Exhibit 10.11 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1997).*                                                                                                                                                                                                                        
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.11 |  | Employment Agreement, dated as of November 1, 1996, between International Multifoods Corporation and Gary E. Costley, as amended (incorporated herein by reference to Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended
November 30, 1996, Exhibit 10.16 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 and Exhibit 10.1 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended December 1, 2001).*
|10.12 |  | Form of Revised and Restated Severance Agreement between International Multifoods Corporation and each of Multifoods' executive officers, other than Gary E. Costley (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on
Form 10-Q for the quarter ended November 30, 1993).*                                                                                                                                                                      
|10.13 |  | Letter Agreement, dated July 10, 1995, between International Multifoods Corporation and Robert S. Wright regarding benefits arrangements (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year
ended February 29, 1996).*                                                                                                                                                                                                
|10.14 |  | Memorandum of understanding, dated March 29, 1996, between International Multifoods Corporation and Robert S. Wright regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.20 to Multifoods' Annual Report on Form
10-K for the fiscal year ended February 29, 1996).*                                                                                                                                                                         
|10.15 |  | Letter Agreement, dated August 2, 2002, as amended, between Robert S. Wright and International Multifoods Corporation regarding severance and retirement benefits (incorporated herein by reference to Exhibits 10.3 and 10.4 to Multifoods' Quarterly
Report on Form 10-Q for the quarter ended August 31, 2002).*                                                                                                                                                                 
|10.16 |  | Memorandum of understanding, dated September 20, 1996, between Frank W. Bonvino and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on
Form 10-K for the fiscal year ended February 28, 1999).*                                                                                                                                                                     
|10.17 |  | Amendment to Supplemental Retirement Agreement, dated March 23, 2000, between Frank W. Bonvino and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.22 to Multifoods' Annual Report on Form 10-K for the fiscal year
ended February 29, 2000).*                                                                                                                                                                                                 
|10.18 |  | Severance Agreement, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.17 to Multifoods' Annual Report on Form 10-K for the fiscal year ended March 2,
2002).*                                                                                                                                                                                                                               
|10.19 |  | Memorandum of understanding, dated November 13, 2001, between Dan C. Swander and International Multifoods Corporation regarding supplemental retirement benefits (incorporated herein by reference to Exhibit 10.18 to Multifoods' Annual Report on Form
10-K for the fiscal year ended March 2, 2002).*                                                                                                                                                                            
|10.20 |  | Letter agreement, dated March 12, 2001, between James H. White and International Multifoods Corporation regarding offer of employment.*                                                                                                                                                                                                                                                                                                                                             
|10.21 |  | Stock Purchase Plan of Robin Hood Multifoods Inc. *                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

13

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|10.22 |  | Form of Indemnity Agreement between International Multifoods Corporation and each of Multifoods' executive officers (incorporated herein by reference to Exhibit 10.19 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*                                                                                                                                                                                                                                                                                  
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.23 |  | Fee Deferral Plan for Non-Employee Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993, as further amended (incorporated herein by reference to Exhibit 10.7 to Multifoods' Quarterly Report on Form 10-Q for
the quarter ended November 30, 1993 and Exhibit 10.26 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28, 1997).*                                                                                                                                        
|10.24 |  | Deferred Income Capital Accumulation Plan for Directors of International Multifoods Corporation, Amended and Restated as of September 17, 1993 (incorporated herein by reference to Exhibit 10.8 to Multifoods' Quarterly Report on Form 10-Q for the
quarter ended November 30, 1993).*                                                                                                                                                                                                                                                         
|10.25 |  | Form of Indemnity Agreement between International Multifoods Corporation and each non-employee director of the Company (incorporated herein by reference to Exhibit 10.21 to Multifoods' Annual Report on Form 10-K for the fiscal year ended February 28,
1993).*                                                                                                                                                                                                                                                                               
|10.26 |  | Stock Purchase Agreement, dated as of August 6, 1999, by and between International Multifoods Corporation and Gruma S.A. de C.V. (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated August 18,
1999).                                                                                                                                                                                                                                                                                              
|10.27 |  | Amended and Restated Asset Purchase and Sale Agreement, dated as of October 24, 2001, by and among General Mills, Inc., The Pillsbury Company and International Multifoods Corporation, as amended by Closing Agreement, dated November 13, 2001, as
further amended by Omnibus Amendment Agreement, dated as of January 16, 2003 (incorporated herein by reference to Exhibits 2.1 and 2.2 to Multifoods' Current Report on Form 8-K dated November 13, 2001 and Exhibit 10.1 to Multifoods' Current Report on
Form 8-K dated January 27, 2003).
|10.28 |  | Retail Trademark License Agreement, dated November 13, 2001, between The Pillsbury Company and International Multifoods Corporation (incorporated herein by reference to Exhibit 10.2 to Multifoods' Quarterly Report on Form 10-Q for the quarter ended
December 1, 2001).                                                                                                                                                                                                                                                                      
|10.29 |  | Amendment to Retail Trademark License Agreement, dated December 23, 2002, between The Pillsbury Company and International Multifoods Corporation.                                                                                                                                                                                                                                                                                                                                                                                                
|10.30 |  | Stock Purchase Agreement, dated as of July 29, 2002, between International Multifoods Corporation and Wellspring Distribution Corp. (incorporated herein by reference to Exhibit 2.1 to Multifoods' Current Report on Form 8-K dated July
30,2002).                                                                                                                                                                                                                                                                                              
|11    |  | Computation of Earnings (Loss) Per Common Share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12    |  | Computation of Ratio of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13    |  | 2003 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Securities and Exchange Commission).                                                                                                                                                                                                                                                                                                                                                                           
|21    |  | List of significant subsidiaries of International Multifoods Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|23    |  | Consent of KPMG LLP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|99.1  |  | Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

14

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|99.2 |  | Certification of the Chief Financial Officer Pursuant to 18.U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

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15

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                    |  | INTERNATIONAL MULTIFOODS CORPORATION
|------------------- |  | ------------------------------------
|Dated: May 12, 2003 |  | By                                  

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

|/s/GARY E. COSTLEYGary E. Costley, Ph.D.      |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director |  | May 12, 2003
|--------------------------------------------- |  | -------------------------------------------------------------------------------------------- |  | ------------
|/s/JOHN E. BYOMJohn E. Byom                   |  | Senior Vice PresidentFinance, and Chief Financial Officer (Principal Financial Officer)     |  | May 12, 2003
|/s/DENNIS R. JOHNSONDennis R. Johnson         |  | Vice President and Controller (Principal Accounting Officer)                                 |  | May 12, 2003
|/s/CLAIRE LEWIS ARNOLDClaire L. Arnold        |  | Director                                                                                     |  | May 12, 2003
|/s/ISAIAH HARRIS, JR.Isaiah "Ike" Harris, Jr. |  | Director                                                                                     |  | May 12, 2003
|                                              |  |                                                                                              |  |             

16

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|/s/JAMES M. JENNESSJames M. Jenness    |  | Director |  | May 12, 2003
|-------------------------------------- |  | -------- |  | ------------
|/s/JOSEPH PARHAMJoseph G. Parham, Jr.  |  | Director |  | May 12, 2003
|/s/J. DAVID PIERSONJ. David Pierson    |  | Director |  | May 12, 2003
|/s/NICHOLS L. REDINGNicholas L. Reding |  | Director |  | May 12, 2003
|/s/JACK D. REHMJack D. Rehm            |  | Director |  | May 12, 2003
|/s/LOIS D. RICELois D. Rice            |  | Director |  | May 12, 2003
|/s/DOLPH W. VON ARXDolph W. von Arx    |  | Director |  | May 12, 2003
|                                       |  |          |  |             

17

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CERTIFICATION

I,
Gary E. Costley, certify that:

1.     I
have reviewed this annual report on Form 10-K of International Multifoods Corporation;

2.     Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.     Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.     The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.     The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.     The
registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: May 12, 2003 | /s/GARY E. COSTLEYGary E. Costley Chairman of the Board & Chief Executive Officer
(Principal Executive Officer)
|------------------ | ---------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                

18

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CERTIFICATION

I,
John E. Byom, certify that:

1.     I
have reviewed this annual report on Form 10-K of International Multifoods Corporation;

2.     Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.     Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report.

4.     The
registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.     The
registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.     The
registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

|Date: May 12, 2003 | /s/JOHN E. BYOMJohn E. Byom Senior Vice President, Finance & Chief Financial Officer
(Principal Financial Officer)
|------------------ | ------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                   

19

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Independent Auditors' Report

The
Board of Directors and Shareholders of
International Multifoods Corporation:

Under
date of April 1, 2003, we reported on the consolidated balance sheets of International Multifoods Corporation and subsidiaries as of March 1, 2003 and March 2,
2002, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended March 1, 2003, as contained in
the 2003 Annual Report to Stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the Annual Report on Form 10-K for the fiscal
year ended March 1, 2003. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedule
listed in Item 15. The consolidated financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on the consolidated financial statement
schedule based on our audits.

In
our opinion, such consolidated financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

|                                     |  | /s/ KMPG LLP
|------------------------------------ |  | ------------
|                                     |  | KPMG LLP    
|Minneapolis, Minnesota
April 1, 2003 |  |             

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Schedule II

INTERNATIONAL MULTIFOODS CORPORATION AND SUBSIDIARIES
Valuation and Qualifying Accounts
Three years ended March 1, 2003
(in thousands)

|                                                         |  |   |       | Additions |   |       |  |  
|-------------------------------------------------------- |  | - | ----- | --------- | - | ----- |  | -
|
|Allowance deducted from assets for doubtful receivables: |  |   |       |           |   |       |  |  
|Year ended March 1, 2003                                 |  | $ | 675   |           | $ | 1,058 |  | $
|                                                         |  |   |       |           |   |       |  |  
|Year ended March 2, 2002                                 |  | $ | 1,255 |           | $ | 863   |  | $
|                                                         |  |   |       |           |   |       |  |  
|Year ended March 3, 2001                                 |  | $ | 502   |           | $ | 922   |  | $
|                                                         |  |   |       |           |   |       |  |  

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|Note: (a) |  | Includes accounts charged off, net of recoveries, and foreign currency translation adjustments, which arise from changes in current rates of exchange.
|--------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

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